Amdiv Com Inc – ‘SB-2/A’ on 11/10/98 – EX-5.1

As of:  Tuesday, 11/10/98   ·   Accession #:  892569-98-2950   ·   File #:  333-62489

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No. 1 to Form SB-2                          81    484K 
 2: EX-1.1      Form of Underwriting Agreement                        43    239K 
 3: EX-5.1      Opinion of Jeffers, Wilson, Shaff & Falk, LLP          1      8K 
 4: EX-23.1     Consent of McGladrey & Pullen, LLP                     1      6K 

EX-5.1   —   Opinion of Jeffers, Wilson, Shaff & Falk, LLP

EX-5.1
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                                                                     EXHIBIT 5.1

[JEFFERS, WILSON, SHAFF, & FALK, LLP LETTERHEAD]

November 9, 1998

American Diversified Holdings, Inc.                                             
10900 Wilshire Blvd., Suite 930                                                 
Los Angeles, CA  90024                                                          

Re:    Registration Statement on Form SB-2                      

Gentlemen:                                                                      

    We have acted as counsel to American Diversified Holdings, Inc. (the
"Company"), a Nevada corporation, in connection with the Registration Statement 
on Form SB-2 (333-62489), filed with the Securities and Exchange Commission on  
August 31, 1998, as amended (the "Registration Statement"), covering 1,733,334  
shares of the Company's no par value Common Stock (the "Shares").               

    In acting as counsel for the Company and arriving at the opinions as
expressed below, we have examined and relied upon originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company,    
agreements and other instruments, certificates of officers and representatives  
of the Company, certificates of public officials and other documents as we have 
deemed necessary or appropriate as a basis for the opinions expressed herein.   

     In connection with our examination we have assumed the genuineness of
all signatures, the authenticity of all documents tendered to us as originals,  
the legal capacity of natural persons and the conformity to original documents  
of all documents submitted to us as certified or photostated copies.            

Based on the foregoing, and subject to the qualifications and   
limitations set forth herein, it is our opinion that the Shares have been duly  
authorized and when issued, delivered and paid for, will be validly issued,     
fully paid and non-assessable.                                                  

        We express no opinion with respect to laws other than those of the State
of California and federal laws of the United States of America, and we assume no
responsibility as to the applicability thereof, or the effect thereon, of the   
laws of any other jurisdiction.                                                 

   We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.    

                 Very truly yours,

                                      /s/ Jeffers, Wilson, Shaff & Falk, LLP
                                        ----------------------------------------
                                  JEFFERS, WILSON, SHAFF & FALK, LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SB-2/A’ Filing		Date		Other Filings
		11/12/98
Filed on:		11/10/98
		11/9/98
		8/31/98		10KSB,  SB-2
				List all Filings